ELDERS COUNCIL FOR PARKS IN BRITISH COLUMBIA CONSTITUTION

Transcription

1 ELDERS COUNCIL FOR PARKS IN BRITISH COLUMBIA CONSTITUTION Society Number S Registered Charity RR The name of the Society is ELDERS COUNCIL FOR PARKS IN BRITISH COLUMBIA. 2. The purpose of the Society is to educate the public, governments, and news media about public parks in British Columbia, by: a) Providing courses, seminars and workshops about public parks, b) Supporting the long term well-being of public parks and their use and enjoyment by the public, c) Recognizing persons and organizations that have made an extraordinary contribution to the creation and stewardship of public parks, d) Acquiring, protecting and displaying artifacts related to the history of public parks, and e) Undertaking activities ancillary and incidental to the attainment of the above purposes. ELDERS COUNCIL FOR PARKS IN BRITISH COLUMBIA BYLAWS Part 1 - Interpretation 1.1 In the constitution and these bylaws, unless the context requires otherwise: a) Act means the Societies Act S.B.C. 2015, Chapter 18 b) AGM means an annual general meeting, c) Society means Elders Council for Parks in British Columbia, d) Board or Board of Directors means the directors of the Society for the time being, acting as a body, e) director means a director of the Society, f) general meeting includes an AGM and a special general meeting, g) member means a member of the Society, h) registered address means a member s address as recorded in the register of members, i) written means any mode of representing or reproducing words in written form, including printing, lithography, typewriting, photography, , fax and other electronic means, 1

2 j) constitution, bylaws, special resolution and ordinary resolution have the meaning given to them in the Act, and k) the singular includes the plural and vice versa. 1.2 The definitions in the Act on the date these bylaws become effective apply to these bylaws. 1.3 The activities and purposes of the Society must be carried on without purpose of gain for its members, and any income, profits or other accretions must be used to promote the purposes of the Society. This provision is unalterable 1.4 Each member is entitled to and the Society must on request give the member a copy of the constitution and bylaws without charge. 1.5 The constitution and bylaws, where alterable, can only be amended by special resolution. 1.6 In the event of the winding-up or dissolution of the Society, any accumulated funds and all the property of the Society remaining after the payment or satisfaction of all its liabilities, including the remuneration (if any) of a liquidator, and after payment to employees of the Society of any arrears of salaries or wages, and payment of any debts of the Society, must be distributed or disposed of to a qualified donee or donees as described in subsection 149.1(1) of the Income Tax Act that: a) have purposes similar to those of the Society, or b) are designated by the members of the Society at the time of winding-up or dissolution. This provision is unalterable. Part 2 - Membership 2.1 1) The members of the Society are the applicants for incorporation and those persons who subsequently become members in accordance with these bylaws and who, in either case, have not ceased to be members. 2) A member of the Society must support its purposes ) There are two categories of members: Regular Members and Corporate Members. 2) A Regular Member is a person 18 years of age or older. 3) A Corporate Member is a corporation, association, institution, or other body, whether or not incorporated. 2.3 An application for membership must: a) be written and in a form approved by the Board, b) include the full name, address, address, and telephone numbers of the applicant, and such other information as the Board may require, c) be signed by the applicant, 2

3 d) in the case of an applicant to become a Corporate Member, appoint an Authorized Representative, and e) include annual membership dues (if any) ) A person may apply to the Board for membership, in the form approved by the Board. 2) An application for membership may be approved, postponed, or rejected by the Board, in its sole discretion. 3) The Board must fix the amount of annual membership dues (if any), and the date by which those dues must be paid. 4) Except where determined by the Act or the bylaws, the privileges and responsibilities of members must be determined by resolution of the Board ) Membership is not transferable. 2) Membership must be renewed annually, by a date set by the Board. 3) The Society must send a renewal notice to each member a reasonable time before that member s membership must be renewed. 2.6 A member must promptly and in writing notify the Society of any change in the member s name, address, address, fax or telephone number, or Authorized Representative. 2.7 Every member and director must comply with: a) the Act, b) the constitution and bylaws, c) all policies and regulations enacted by the Board, and d) any rules of order governing the conduct of general meetings and of meetings of the Board. 2.8 A member ceases to be a member on: a) delivering a written resignation to the Society, b) dissolution, c) having been a member not in good standing for 30 days, or d) being expelled. 2.9 A member becomes a member not in good standing on failing to pay: a) a debt due and owing to the Society, or b) annual membership dues by or before the date set for their payment ) A member may be expelled by special resolution. 2) The notice of a special resolution for expulsion must be accompanied by a brief statement of the reason or reasons for the proposed expulsion. 3

4 3) A member who is the subject of a proposed special resolution for expulsion must be given an opportunity to be heard at the general meeting before the resolution is put to a vote. Part 3 - Meetings of Members 3.1 1) General meetings must be held at the time and place, in accordance with the Act and these bylaws, that the Board decides. 2) An AGM must be held once in every calendar year. 3) Every general meeting, other than an AGM, is a special general meeting ) The Board may, when it thinks fit, convene a special general meeting. 2) The members may requisition a general meeting pursuant to Section 75 of the Act ) Notice of a general meeting must: Part 4 - Notice to Members a) specify the place, date and hour of meeting, and, in case of special business, the general nature of that business, b) include any special resolution to be proposed at the meeting, and c) be given to all members not less than 14 days before the meeting. 2) The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting ) Notice of a general meeting must be given to: a) every member shown on the register of members on the day notice is given, and b) the auditor, if any. 2) No other person is entitled to receive a notice of general meeting, but a person who is not a member may be permitted to attend by the Board, or by ordinary resolution. 4.3 A notice may be given to a member either personally, by mail, by fax, or by or other electronic means to the member at the member s address, address, or fax number, as shown in the register of members ) A notice sent by mail from the Society s business office is deemed to have been received five days after being mailed. 2) A notice sent by or fax is deemed to have been received 24 hours after being sent ) The business at an AGM is: Part 5 - Proceedings at General Meetings a) the adoption of rules of order, if required, 4

5 b) minutes of the last AGM, c) the report of the Board, d) consideration of the financial statements, e) the report of the auditor, if any, f) appointment of the auditor, if any, g) election of directors, h) resolutions, if any, and i) the other business that, under these bylaws, ought to be transacted at an AGM, or business that is brought under consideration by the report of the Board issued with the notice convening the meeting. 2) The business at a special general meeting is limited to: a) adoption of rules of order, if required, and b) that set out in a requisition under Section 75 of the Act, if applicable, and c) that determined by the Board under bylaw ) Quorum at a general meeting is three members present at all times. 2) No business, other than the election of a chair if required and the adjournment or termination of the meeting, can be conducted at a general meeting at a time when a quorum is not present. 3) If during a general meeting a quorum ceases to be present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated. 5.3 If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it stands adjourned to a time and place determined by the Board, but not more than fourteen days later. If, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum. Notice of a meeting adjourned under this bylaw need not be given to members not present ) A general meeting may be adjourned from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 2) When a general meeting is adjourned for more than fourteen days, notice of the adjourned meeting must be given as for the original meeting. 3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting ) The President must chair each general meeting. 5

6 2) If the President is not present, able, or willing to be chair, the Secretary must chair the meeting. 3) If neither the President nor the Secretary is present, able or willing to be chair, the meeting must elect one of the other directors who are present to chair the meeting ) A resolution proposed at a general meeting must be seconded, and the chair may move or propose a resolution. 2) In the case of an equality of votes at a general meeting, the chair does not have a casting or second vote in addition to the vote to which the chair is entitled to as a member, and the resolution is defeated ) A question, resolution or motion arising at a general meeting must be decided by a simple majority of votes, except where otherwise required. 2) Voting is by show of hands, except: a) where otherwise required, or b) when a secret ballot is requested by a majority of members present on a show of hands before a vote is taken, 3) To have the right to vote, a member must be in good standing, or be the Authorized Representative of a member in good standing ) Proxy voting is permitted, subject to the following conditions: a) a proxy must be held by a member who has the right to vote, b) a member cannot hold more than three proxies, and c) a proxy is only valid for the general meeting specified on its face. 2) An instrument appointing a proxy must be in the following form, or in any other form that the Board approves: I,, of, hereby appoint, of, as my proxy to vote for me and on my behalf at the general meeting of Elders Council for Parks in British Columbia on the day of, 20, and at any adjournment thereof. Signed at this day of, 20. 3) A proxy must be delivered to the Secretary not less than 15 minutes before the time appointed for the meeting. 5.9 Subject to the Act and these bylaws, a general meeting may adopt rules of order, but if it does not do so, then the most recent edition of Robert s Rules of Order must be used. 6

7 Part 6 Board of Directors 6.1 The Board may exercise all the powers and do all the acts and things that the Society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in a general meeting, subject to: a) the constitution and the bylaws, and b) all laws affecting the Society ) There must be not less than five and not greater than nine directors, unless the number of directors is otherwise fixed by ordinary resolution at the AGM. 2) The directors must be elected at the AGM. 3) A director ordinarily has a term of office beginning at the adjournment of the AGM at which the director is elected, and ending at the adjournment of the AGM one year later. 4) A director must: a) be a member in good standing, or the Authorized Representative of a member in good standing, b) be nominated by two members or by the Board, and consent to the nomination, c) not be disqualified from being a director of a company under section 124 of the Business Corporations Act 5) A director ceases to be a director on: a) the director s term of office ending, b) the director ceasing to comply with bylaw 6.2 (4), c) death, or d) resigning in writing. 6) An election must be conducted by secret ballot, unless the number of nominees is equal to or less than the number of positions to be filled, in which case the nominees must be declared to be elected. 7) In an election of directors, each member present has as many votes as there are positions to be filled, but a voter must not cast more than one vote for a candidate. 6.3 No act or proceeding of the Board is invalid only by reason that there are fewer directors in office than the number required by bylaw The members may, by special resolution, remove a director before the expiration of the director s term of office, and elect a successor to complete the term of office ) The Board may appoint a member as a director, to fill a vacancy in the Board. 2) A director so appointed holds office only until the adjournment of the next AGM, but may be re-elected at that meeting. 7

8 Part 7 - Proceedings of the Board 7.1 1) The Board may meet together at the places it thinks fit to dispatch business, adjourn and otherwise regulate its meetings and proceedings, as it sees fit. 2) Quorum at a meeting of the Board is a simple majority of directors then in office, but not less than three, present. 3) A meeting of the Board may be called by: a) the President, or b) any three directors, or c) a resolution of the Board. 4) Notice of a meeting of the Board is sufficient if properly addressed to every director, and sent by ordinary mail, or fax. Notice of a meeting of the Board must be given not less than five days before the meeting, unless notice is waived by all directors. 7.2 When a meeting of the Board is held immediately following the election or appointment of a director or directors, it is not necessary to give notice of the meeting to the new directors for the meeting to be constituted, if a quorum is present. 7.3 A director may waive in writing notice of any meeting or meetings of the Board and may at any time withdraw the waiver, and until the waiver is withdrawn: a) no notice of meetings of the Board need be sent to that director, and b) all meetings of the Board, notice of which have not been given to that director are, if a quorum is present, deemed to be valid and effective ) Except where otherwise required, a question, resolution or motion arising at a meeting of the Board must be decided by a simple majority. 2) A resolution proposed at a meeting of the Board must be seconded. 3) In the case of an equality of votes at a meeting of the Board, the chair does not have a casting or second vote in addition to the vote to which the chair is entitled to as a member, and the motion or resolution is defeated. 7.5 A resolution in writing, signed by all the directors and placed with the minutes of the Board, is as valid and effective as if regularly passed at a meeting of the Board ) The Board may as it thinks fit delegate any, but not all, of its powers to committees, and determine the name, members, chair, duties, authority, and responsibility of each committee. 2) A committee must conform to any rules imposed on it by the Board, and must report every act or thing done in exercise of its powers to the Board. 3) The chair of a committee must be a director. 8

9 4) Subject to the bylaws and a resolution of the Board, a committee may meet and determine its procedures as it deems fit. 7.7 Subject to the Act and these bylaws, the Board may adopt rules of order, but if it does not do so then the most recent edition of Robert s Rules of Order must be used ) A director must: Part 8 Directors Duties, Conflicts & Indemnification a) act honestly and in good faith and in the best interests of the Society, and b) exercise the care, diligence and skill of a reasonably prudent person, in exercising the powers and performing the functions of a director. 2) The requirements of this bylaw are in addition to, and not in derogation of, an enactment or rule of law or equity relating to the duties or liabilities of directors of a Society. 8.2 Nothing in a contract, the constitution or bylaws, or the circumstances of a director s appointment, relieves a director from: a) the duty to act in accordance with the Act and the regulations, or b) a liability that by a rule of law would otherwise attach to the director in respect of negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the Society. 8.3 A director who is, directly or indirectly, interested in a proposed contract or transaction with the Society must disclose fully and promptly the nature and extent of the interest to each of the other directors ) A director referred to in bylaw 8.3 must account to the Society for profit made as a consequence of the Society entering into or performing the proposed contract or transaction: a) Unless: i) the director discloses the interest as required by bylaw 8.3, ii) after the disclosure the proposed contract or transaction is approved by the directors, and iii) the director abstains from voting on the approval of the proposed contract or transaction, or b) Unless: i) the contract or transaction was reasonable and fair to the Society at the time it was entered into, and ii) after full disclosure of the nature and extent of the interest in the contract or transaction it is approved by special resolution. 9

10 2) A director referred to in bylaw 8.3 must not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved. 8.5 The fact that a director is, in any way, directly or indirectly, interested in a proposed contract or transaction, or a contract or transaction, with the Society does not make the contract or transaction void, but, if the matters referred to in bylaw 8.4(1)(a) or (b) have not occurred, the court may, on the application of the Society or an interested person, do any of the following: a) prohibit the Society from entering into the proposed contract or transaction, b) set aside the contract or transaction, or c) make any order that it considers appropriate. 8.6 Subject to court approval, the Society may indemnify a director or former director of the Society, and a director s heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by the director, in a civil, criminal or administrative action or proceeding to which the director is made a party because of being or having been a director, including an action brought by the Society, if: a) the director acted honestly and in good faith with a view to the best interests of the Society, and b) in the case of a criminal or administrative action or proceeding, the director had reasonable grounds for believing the director s conduct was lawful. 8.7 A director must not be remunerated for acting as a director, but a director may be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Society. This provision is unalterable Part 9 Officers 9.1 1) The Board must at its first meeting following the AGM elect from amongst the directors a President, a Secretary and a Treasurer. 2) If the President, Secretary or Treasurer ceases to hold office between AGM's, the Board may elect a director to take the place of that person. 3) The President, Secretary or Treasurer ceases to hold office on: a) resignation, or 9.2 The President: b) ceasing to be a director. a) must chair all meetings of the Board and all general meetings, b) must supervise the other officers in the execution of their duties, c) is the chief executive officer of the Society, unless an employee is given that title, d) has the right to notice of, to attend and to speak at meetings of all committees, and to vote as a member of a committee when so appointed by the Board, and 10

11 e) must perform such other duties as may be directed by the Board. 9.3 The Secretary must: a) in the President s absence or inability to act, perform the duties of the President, b) issue notices and keep minutes of meetings of the Society and the Board, c) conduct the correspondence of the Society, d) have custody of all records and documents of the Society except those required to be kept by the Treasurer, e) have custody of the common seal of the Society, if any, and f) maintain the register of members. 9.4 The Treasurer must: a) keep the financial records, including books of account, necessary to comply with the Act, and b) render financial statements to the Board, members, and others when required ) The Board may appoint an Executive Director, and set the remuneration and terms and conditions of employment of that person. 2) The Executive Director: a) is an appointed officer, and may be titled the chief executive officer or general manager, b) must subject to the direction of the Board manage the operations of the Society, c) reports to the Board, and d) is entitled to notice of, to attend, and to speak at, but not to vote at, meetings of the Board. Part 10 Finance ) In order to carry out the purposes of the Society the Board may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as it decides and in particular but without limiting the generality of the foregoing, by the issue of debentures. 2) A debenture or mortgage must not be issued unless it has been approved by a special resolution. 3) The members may by special resolution restrict the borrowing powers of the Board, but a restriction so imposed expires at the next AGM The Society must invest its funds as determined by the Board, subject to the Board exercising the judgment and care, under the circumstances then prevailing, which persons of prudence, character and intelligence exercise in the management of their own affairs Subject to the Personal Information Protection Act and any other applicable law, the: 11

12 a) financial statements, Board and members minutes, and register of members may be inspected by a member, on reasonable notice, b) other documents of the Society, including its accounting records, may be inspected by a member on reasonable notice, subject to any resolution of the Board, and c) documents of the Society, including its accounting records, must be open to the inspection of a director, subject only to laws requiring otherwise The Board must determine by resolution the: a) financial year of the Society, and b) signing officers The Board may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place, and may by resolution prescribe the conditions for use of the seal. Part 11 Auditor 11.1 This Part applies only where the Society is required or has resolved to have an auditor At each AGM the Society may appoint an auditor to hold office until the auditor is reelected or a successor is elected at the next AGM, and determine the terms of engagement of the auditor An auditor may be removed by ordinary resolution An auditor must be promptly informed in writing of appointment or removal A director, member or employee of the Society must not be auditor The auditor may attend general meetings The Board must fill all vacancies arising in the office of auditor between AGMs. 12